Note: This document has been translated from a part of the Japanese original for reference purposes only.
In the event of any discrepancy between this translated document and the Japanese original, the original
shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damage arising from the translation.
(Stock Exchange Code 3104)
June 7, 2023
To Shareholders with Voting Rights:
Masahide Inoue
Representative Director and President
Fujibo Holdings, Inc.
1-18-12 Nihonbashi Ningyocho, Chuo-ku,
Tokyo, JapanNOTICE OF CONVOCATION OF
THE 203RD ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continued support and patronage.
We are pleased to inform you that the 203rd Annual General Meeting of Shareholders of Fujibo Holdings,
Inc. (the “Company”) will be held for the purposes as described below.
The Company has taken measures for electronic provision in convening this General Meeting of Shareholders
and posted matters subject to measures for electronic provision on the following website on the Internet.
Website of the Company:
https://www.fujibo.co.jp/ir/stock/stockholders/
In addition to the website above, the Company also posts the matters subject to measures for electronic
provision on the website of the Tokyo Stock Exchange, Inc. (TSE). To confirm the information, please visit theTSE website (TSE Listed Company Information Service) below.
TSE website (TSE Listed Company Information Service):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show*You can confirm the information by entering and searching for the issue name (company name) or the security code and select“Basic information” and “Documents for public inspection/PR information” in that order.

Instead of attending the meeting, you can exercise your voting rights in writing or via the Internet.
Please review the attached Reference Materials for the General Meeting of Shareholders, and thenindicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form and returnit, or enter your vote for or against the proposals via the Internet, by 5:30 p.m. on Wednesday, June 28,2023, Japan time.
1. Date and Time:
2. Place:

3. Meeting Agenda:
Matters to be reported:

Thursday, June 29, 2023 at 10:00 a.m. Japan time
10F, Kokusai Fashion Center Building (KFC Room 101 to 103)
1-6-1 Yokoami, Sumida-ku, Tokyo* The Company will not prepare souvenirs for shareholders attending themeeting. We appreciate your understanding.
1. The Business Report, Consolidated Financial Statements for the Company’s
203rd Fiscal Year (April 1, 2022 - March 31, 2023) and results of audits by
the Accounting Auditor and the Board of Auditors of the Consolidated
Financial Statements
2. Non-consolidated Financial Statements for the Company’s 203rd Fiscal Year
(April 1, 2022 - March 31, 2023)

Proposals to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Election of Eight Directors
Proposal 3:
Election of Three Auditors-1-4. Matters regarding the Convocation(1) When there is no indication of for or against for each of the proposals in a mailed Voting Rights
Exercise Form, the vote shall be deemed as approval.
(2) If voting rights are exercised both in writing and via the Internet, the voting rights exercised via theInternet shall be deemed valid.
(3) If voting rights are exercised multiple times via the Internet, the most recent voting rights exercised
shall be deemed valid.
◎ When attending the meeting, please submit the enclosed Voting Rights Exercise Form at thereception desk.
◎ Shareholders who have not requested a paper copy will receive the Reference Materials for the
General Meeting of Shareholders together with this Notice.
◎ Pursuant to laws and regulations and the Company’s Articles of Incorporation, the following matters
are not contained in the paper copy sent to shareholders who have requested it. As such, the paper
copy is a part of the documents that were audited by the Auditors and the Accounting Auditor forthe preparation of their audit reports.
 Notes to Consolidated Financial Statements
 Notes to Non-consolidated Financial Statements◎ Any revisions to matters subject to measures for electronic provision will be posted on each of thewebsites.

-2-

Measures to Prevent Infection of the Coronavirus Disease
On the occasion of the 203rd Annual General Meeting of Shareholders of the Company, we would like toinform you that we will implement the following measures to prevent infection of the coronavirus disease(COVID-19). We appreciate your understanding and cooperation.
1. Measures to be taken The Company will provide alcohol hand sanitizers near the reception desk.
 Our operational staff for the meeting will wear face covers while serving after confirming their physicalconditions including their temperatures.
2. Request to shareholders
 For those who plan to attend the meeting, we encourage you to pay attention to your physical condition
until the date of the event and not to overexert yourself.
 Your voting rights can also be exercised in writing or via the Internet. We kindly recommend ourshareholders to use these methods.
3. Request to shareholders who will attend the meeting When arriving at the meeting, please feel free to use hand sanitizers provided at the venue.
 The Company may take your temperature around the reception desk. For those who have a fever, we may
refuse admission to the venue. Additionally, our operational staff may approach you and ask to leave thevenue for those whose physical condition is appeared not to be well enough. We appreciate yourunderstanding in this regard.
Depending on the status of the spread of the COVID-19 infection and the announcement from governments, etc.
up to the date of the event, the Company may change measures taken for the operation of the meeting. Pleasecheck the announcements to be posted on the Company’s website (https://www.fujibo.co.jp/).

-3-

Reference Materials for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Appropriation of Surplus

The Company considers the return of profits to shareholders its most important management issue, and incomprehensive consideration of factors such as the management environment and business results, strives to
distribute stable dividends over the long term.
Based on the above policy, the Company proposes a year-end dividend of ¥55 per share for the fiscal year
under review as described below. Added to the interim dividend of ¥55 per share, this gives a total dividend
for the year of ¥110 per share.
Items Related to the Year-end Dividend(1) Type of dividend property
Cash(2) Items related to the allocation of dividend property to shareholders and its total amount¥55 per common share
Total of ¥630,708,155(3) Effective date of the distribution of surplus
June 30, 2023

-4-

Proposal 2:

Election of Eight Directors

The terms of office of all eight Directors will expire at the conclusion of this year’s Annual General Meetingof Shareholders. Accordingly, the Company proposes the election of eight Directors, including three Outside
Directors.
With the aim to strengthen the corporate governance, the Company has established the Nomination
Committee, with a majority of the members being independent Outside Directors. Regarding the candidates
for Director, the Nomination Committee deliberates on the policy, procedures and original proposals, and theBoard of Directors determines the candidates for Director based on the recommendation of the Committee.
The candidates for Director are as follows:
No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1987
August 2015
January 2017
September 2017

January 2018
May 2018
Masahide Inoue(April 16, 1964)

November 2018

Reelection
1

April 2019

April 2020
June 2020

May 2021
June 2022

Joined the Company
General Manager, Functional Product Business Development
Department
Executive Officer, the Company; Representative Director &President, Fujibo Textile, Inc.
Executive Officer and General Manager, Osaka Branch, theCompany; Representative Director & President, Fujibo Textile,Inc.; Representative Director & President, Fujibo Trading Co.,
Ltd.; Representative Director & President, Angle Co., Ltd.
Executive Officer and General Manager, Functional ProductBusiness Development Department, the Company;
Representative Director & President, Fujibo Textile, Inc.
Executive Officer, the Company; Representative Director &President, Yanai Chemical Industry Co., Ltd.
Executive Officer and General Manager, Functional ProductBusiness Development Department, the Company;
Representative Director & President, Yanai Chemical Industry
Co., Ltd.
Executive Officer and General Manager, Functional ProductDevelopment Department, Near-Future Product Development
Supervisory Department, the Company; Representative Director& President, Yanai Chemical Industry Co., Ltd.
Executive Officer, the Company; Representative Director &President, Yanai Chemical Industry Co., Ltd.

Number ofshares of theCompany held

8,127

Director and Senior Executive Officer, the Company;
Representative Director & President, Yanai Chemical Industry
Co., Ltd.
Director and Senior Executive Officer, the Company
Representative Director and President / Executive President
To the present[Reason for nomination as candidate for Director]
After serving as a responsible person in development departments and as Representative Director & President of a businesssubsidiary, Mr. Masahide Inoue has served as Representative Director and President of the Company since June 2022. As he
possesses a wealth of experience and broad insight regarding the Group’s business and corporate management, the Company
has judged that he is suited for the position of the Company’s Director, and has thus designated him as a candidate.

-5-

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1981
April 2015
June 2017
June 2018

2

Number ofshares of theCompany held

Joined the Company
General Manager, Secretarial Office
Executive Officer and General Manager, Secretarial OfficeSenior Executive Officer and General Manager, Secretarial
OfficeAugust 2018
Senior Executive Officer, the Company; Representative Director& President, Fujibo Apparel Corporation; Representative
Director & Chairman, Fujibo Trading Co., Ltd.
April 2019
Senior Executive Officer, the Company; Representative Director& President, Fujibo Apparel Corporation
June 2019
Director and Senior Executive Officer, the Company;
Yasuo Toyooka
Representative Director & President, Fujibo Apparel(March 25, 1959)
Corporation
8,462
June 2021
Representative Director and Managing Executive Officer, theReelection
Company; Representative Director & President, Fujibo Apparel
Corporation
June 2022
Representative Director and Senior Managing Executive Officer,
the Company; Representative Director & President, Fujibo
Apparel Corporation
To the present(Current responsibilities)
Supervisory duties of Near-Future Product Development
Responsible for Customer Service and Advertising(Significant concurrent positions)Representative Director & President, Fujibo Apparel Corporation[Reason for nomination as candidate for Director]
While serving as a responsible person in management departments and as Representative Director & President of a businesssubsidiary, Mr. Yasuo Toyooka has served as Representative Director of the Company since June 2021. As he possesses a
wealth of experience and broad insight regarding the Group’s business and corporate management, the Company has judgedthat he is suited for the position of the Company’s Director, and has thus designated him as a candidate.

-6-

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1984
November 2010

3

4

Number ofshares of theCompany held

Joined the Company
General Manager, Human Resources Development Office, theCompany
April 2015
General Manager Responsible for General Affairs, General
Affairs and Human Resources Department, the Company
June 2015
General Manager, General Affairs Department, the Company
April 2017
General Manager, General Affairs Department and General
Osamu Hirano
Manager Responsible for Human Resources Department, the(December 9, 1960)
Company
6,386
August 2018
Executive Officer and General Manager, Secretarial Office, theReelection
Company
June 2022
Director, Senior Executive Officer, and General Manager,
Secretarial Office, the Company
To the present(Current responsibilities)
Responsible for General Affairs and Human Resources
General Manager, Secretarial Office[Reason for nomination as candidate for Director]
While serving as a responsible person in management departments, Mr. Osamu Hirano has served as Director of the Company
since June 2022. As he possesses a wealth of experience and broad insight regarding the Group’s business and corporate
management, the Company has judged that he is suited for the position of the Company’s Director, and has thus designatedhim as a candidate.
April 1989
Joined the Company
March 2013
Plant Manager, Nyugawa Plant, Fujibo Ehime Co., Ltd.
October 2015
Director and Managing Executive Officer
May 2017
Director and Senior Managing Executive Officer
January 2018
Director and Executive Vice President
April 2019
Representative Director & President
Yoshimi Mochizuki
June 2020
Executive Officer, the Company; Representative Director &(November 24, 1966)
President, Fujibo Ehime Co., Ltd.
4,375
June 2021
Director and Senior Executive Officer, the Company;
Reelection
Representative Director & President, Fujibo Ehime Co., Ltd.
To the present(Current responsibilities)
Supervisory duties of Polishing Pad Business(Significant concurrent positions)Representative Director & President, Fujibo Ehime Co., Ltd.
[Reason for nomination as candidate for Director]
While serving as Representative Director & President of a business subsidiary of the Company, Mr. Yoshimi Mochizuki hasserved as Director of the Company since June 2021. As he possesses a wealth of experience and broad insight regarding theGroup’s business and corporate management, the Company has judged that he is suited for the position of the Company’s
Director, and has thus designated him as a candidate.

-7-

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1988
September 2011

5

Number ofshares of theCompany held

Joined the Mitsubishi Bank, Ltd. (currently MUFG Bank, Ltd.)
General Manager, Corporate Planning Dept. and General
Manager, Human Resources Dept., Mitsubishi UFJ Researchand Consulting Co., Ltd.
June 2013
General Manager, Private Banking Department, The Bank ofTokyo-Mitsubishi UFJ, Ltd. (currently MUFG Bank, Ltd.) (alsoserving as the same for Mitsubishi UFJ Financial Group, Inc.)
May 2015
General Manager, Public Relations Department (also serving as
Tatsuya Sasaki
the same for Mitsubishi UFJ Financial Group, Inc.)(May 8, 1964)
200
Managing Executive Officer and General Manager, Business
June 2018
Promotion Unit, Consulting Business Division, Mitsubishi UFJ
New
Research and Consulting Co., Ltd.
Advisor, Corporate Planning Department, the Company
July 2022
October 2022
Executive Officer and General Manager Responsible for Financeand Accounting Department
To the present(Current responsibilities)
Responsible for Corporate Planning
General Manager Responsible for Finance and Accounting Department[Reason for nomination as candidate for Director]
After holding responsible positions in financial institutions, Mr. Tatsuya Sasaki has been serving as an Executive Officer of
the Company since October 2022. As he possesses a wealth of experience and broad insight regarding the Group’s businessand corporate management, the Company has judged that he is suited for the position of the Company’s Director, and has thus
designated him as a candidate.

-8-

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
December 1988
June 1992
December 2000
April 2008
April 2012

6

7

Number ofshares of theCompany held

Joined Recruit Co., Ltd.
Ran a translation/interpreting operation
Joined Space Design Inc.
Ruth Marie Jarman
Director(May 30, 1966)
Chief Executive Officer, Jarman International K.K.
To the present
Reelection
June 2019
Outside Director, the Company
1,800
To the present
OutsideJune 2020
Outside Director, Member of the Board, KADOKAWACORPORATION
Independent
To the present(Significant concurrent positions)Chief Executive Officer, Jarman International K.K.
Outside Director, Member of the Board, KADOKAWA CORPORATION[Reason for nomination as candidate for Outside Director and summary of expected role]
Ms. Ruth Marie Jarman possesses abundant knowledge and experience regarding business strategy to satisfy international
clients as a consultant, and to utilize her professional insight and the viewpoint of a woman in the Company’s management,
the Company has designated her as a candidate. The Company expects her to supervise the Company’s management from astandpoint independent of the Company’s management.
April 1977
Joined Daikyo Oil Co., Ltd. (currently Cosmo Oil Co., Ltd.)
June 2002
General Manager, Fukuoka Branch, Cosmo Oil Co., Ltd.
June 2004
General Manager, Osaka Branch
June 2006
Executive Officer and General Manager, Sales Management
Hisashi Kobayashi
Department(November 12, 1954)
June 2008
Senior Executive Officer and General Manager, SalesManagement Department
Reelection
June 2010
Senior Executive Officer
1,500
June 2011
Director, Senior Executive Officer
OutsideJune 2014
Director, Senior Managing Executive Officer
October 2015
Transitioned to a holding company structure by establishing
Independent
Cosmo Energy Holdings Co., Ltd.
President and Representative Director, Cosmo Oil Co., Ltd.
June 2020
Outside Director, the Company
To the present[Reason for nomination as candidate for Outside Director and summary of expected role]
Mr. Hisashi Kobayashi has long been involved in management, and to utilize his wealth of experience and broad insight as acorporate manager in the Company’s management, the Company has designated him as a candidate. The Company expects
him to supervise the Company’s management from a standpoint independent of the Company’s management.

-9-

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1990

Rieko Sato
(December 6, 1964)
Reelection
Outside8
Independent

Joined Tokyo Electric Power Company Co., Ltd. (currently
Tokyo Electric Power Company Holdings, Inc.)
April 2013
Executive Officer and Vice President, Customer Service
Company
April 2016
Managing Director, TEPCO Energy Partner, Incorporated
June 2017
Auditor, TEPCO Energy Partner, Incorporated
June 2022
Full-time Auditor, Tokyo Power Technology Ltd.
To the present
Outside Director, the Company
To the present(Significant concurrent positions)
Full-time Auditor, Tokyo Power Technology Ltd.

Number ofshares of theCompany held

200

[Reason for nomination as candidate for Outside Director and summary of expected role]
Ms. Rieko Sato has long been involved in management, and to utilize her wealth of experience and broad insight as a corporate
manager as well as the viewpoint as a woman in the Company’s management, the Company has designated her as a candidate.
The Company expects her to supervise the Company’s management from a standpoint independent of the Company’s
management.
(Notes)1. There are no special interests between each candidate for Director and the Company.
2. Ms. Ruth Marie Jarman, Mr. Hisashi Kobayashi, and Ms. Rieko Sato are candidates for Outside Directors.
3. The Company has designated Ms. Ruth Marie Jarman, Mr. Hisashi Kobayashi, and Ms. Rieko Sato as Independent
Directors as defined by the rules of the Tokyo Stock Exchange, and has made a submission to the said Exchange.
4. Ms. Ruth Marie Jarman, Mr. Hisashi Kobayashi, and Ms. Rieko Sato are currently Outside Directors of the Company,
and at the conclusion of this General Meeting, their respective terms of office as Outside Directors will be four years for
Ms. Ruth Marie Jarman, three years for Mr. Hisashi Kobayashi, and one year for Ms. Rieko Sato.
5. In its Articles of Incorporation, the Company defines that it may conclude agreements with Directors (excluding
executive directors, etc.) to limit their liability for damages due to negligence of duties, and such liability limitationagreements have been concluded with Ms. Ruth Marie Jarman, Mr. Hisashi Kobayashi, and Ms. Rieko Sato with thelimit set as the amount stipulated by laws and regulations. In the event that Ms. Ruth Marie Jarman, Mr. Hisashi
Kobayashi, and Ms. Rieko Sato are reelected, the Company plans to continue said liability limitation agreements withthem.
6. The Company has concluded a directors and officers liability insurance contract with an insurance company as stipulated
in Article 430-3, Paragraph 1 of the Companies Act. The insurance contract will compensate for damages and litigation
expenses to be borne by the insured in the event that a claim for damages is made against the insured due to an act
committed in his/her capacity as a director or an officer of the Company. Each candidate for Director will be included
as the insured of the insurance contract. In addition, the Company plans to renew the insurance contract with the above
details at the next renewal.

- 10 -

Proposal 3:

Election of Three Auditors

The terms of office of Mr. Hiroaki Matsuo, Mr. Masaru Namatame, and Mr. Kotaro Otsuka will expire at
the conclusion of this year’s Annual General Meeting of Shareholders. Accordingly, the Company proposes
the election of three Auditors, including two Outside Auditors.
Regarding the candidates for Auditor, the Nomination Committee, the majority of which consists of
independent Outside Directors, deliberates on the policy, procedures and original proposals, and the Board of
Directors determines the candidates for Auditor based on the recommendation of the Committee.
The Board of Auditors has given its consent to this proposal.
The candidates for Auditor are as follows:
No.

Name
(Date of birth)

Past experience, positions,and significant concurrent positions
April 1984
June 2008

1

Number ofshares of theCompany held

Joined the Company
General Manager Responsible for Accounting, Business
Administration Department
Atsunori Noguchi
November 2008 General Manager, Business Administration Department(November 10, 1961) April 2011
General Manager, Finance and Accounting Department
7,845
Executive Officer and General Manager, Finance andJune 2015
Accounting Department
New
June 2021
Senior Executive Officer and General Manager, Finance andAccounting Department
To the present[Reason for nomination as candidate for Auditor]
While serving as a responsible person in finance and accounting departments, Mr. Atsunori Noguchi has served as Senior
Executive Officer of the Company since June 2021. As he possesses a wealth of experience and broad insight in the Group,
the Company has judged that he is suited for the position of the Company’s Auditor, and has thus designated him as a
candidate.

- 11 -

No.

Name(Date of birth)

Past experience, positions,and significant concurrent positions

Number ofshares of theCompany held

April 1997

Registered as an attorney-at-law
Joined Ushijima Law Firm (currently Ushijima & Partners,
Attorneys-at-Law)
April 1999
Joined Koga Law Firm (currently Kasumi Sogo Law Firm)
Reelection
April 2006
Representative Attorney-at-Law, Nakagawa & Otsuka Law Firm
600
To the present
OutsideJune 2019
Outside Auditor, the Company
To the present
Independent(Significant concurrent positions)Representative Attorney-at-Law, Nakagawa & Otsuka Law Firm
[Reason for nomination as candidate for Outside Auditor]
Mr. Kotaro Otsuka possesses abundant knowledge and experience regarding corporate legal affairs as an attorney-at-law. The
Company has designated him as a candidate in the expectation that he will audit the execution of Directors’ duties based on
his professional insight, from a standpoint independent of the management team. Although he has not been directly involvedin corporate management other than as an Outside Auditor, the Company has judged that he is capable of properly performing
his duties as an Outside Auditor for the reasons described above.
April 1980
Joined Kao Soap Co., Ltd. (currently Kao Corporation)
Katsuya Fujii
March 2003
General Manager, IR Group Department, Accounting and(September 8, 1957)
Finance Division, Kao Corporation
June 2011
General Manager, Finance Department, Accounting and Finance
New
Division
400
March 2017
Full-time Audit & Supervisory Board Member
OutsideMarch 2021
Retired from Full-time Audit & Supervisory Board Member
Kotaro Otsuka(August 5, 1968)

2

3
Independent[Reason for nomination as candidate for Outside Auditor]
Mr. Katsuya Fujii possesses experience in serving as a person in charge of departments responsible for finance and accounting
and Full-time Audit & Supervisory Board Member at another company. The Company has designated him as a candidate in
the expectation that he will audit the execution of Directors’ duties based on his abundant experience and broad insight, froma standpoint independent of the management team.
(Notes)1. There are no special interests between each candidate for Auditor and the Company.
2. Mr. Kotaro Otsuka and Mr. Katsuya Fujii are candidates for Outside Auditor.
3. The Company has designated Mr. Kotaro Otsuka as an Independent Auditor as defined by the rules of the Tokyo Stock
Exchange, and has made a submission to the said Exchange. The Company also plans to designate Mr. Katsuya Fujii as
an Independent Auditor as defined by the rules of the Tokyo Stock Exchange and make a submission to the said Exchange.
4. Mr. Kotaro Otsuka is currently an Outside Auditor of the Company, and at the conclusion of this General Meeting, his
term of office as Outside Auditor will be four years.
5. In its Articles of Incorporation, the Company defines that it may conclude agreements with Auditors to limit their liability
for damages due to negligence of duties, and such a liability limitation agreement has been concluded with Mr. Kotaro
Otsuka with the limit set as the amount stipulated by laws and regulations. In the event that Mr. Kotaro Otsuka isreelected, the Company plans to continue said liability limitation agreement with him. In the event that Mr. Katsuya
Fujii is elected, the Company plans to conclude a liability limitation agreement with him, with the limit set as the amountstipulated by laws and regulations.
6. The Company has concluded a directors and officers liability insurance contract with an insurance company as stipulated
in Article 430-3, Paragraph 1 of the Companies Act. The insurance contract will compensate for damages and litigation
expenses to be borne by the insured in the event that a claim for damages is made against the insured due to an act
committed in his/her capacity as a director or an officer of the Company. Each candidate for Auditor will be included as
the insured of the insurance contract. In addition, the Company plans to renew the insurance contract with the above
details at the next renewal.

- 12 -

(Reference) Knowledge and expertise expected from Directors and Auditors of the Company (skill matrix)
Operational Independent
execution
officer

Directors

Auditors

Name

Corporate
Production
management,
technology,
management
safety, quality
strategy●

Masahide Inoue●●

Yasuo Toyooka●●

Osamu Hirano●●

Yoshimi Mochizuki●●

Sales,
marketing

Legal affairs,riskmanagement

International
experience

Financialaffairs,
accounting

●
●
●

●

Tatsuya Sasaki

●

●

●

Ruth Marie Jarman

●

●

●

Hisashi Kobayashi

●

●

●

●

Rieko Sato

●

●

●

Atsunori Noguchi

●

●

●

●

Hideaki Onishi

●

●

●

●

Kotaro Otsuka●

Katsuya Fujii

●

●

●
●
●

●
●

●

- 13 -●